SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Alexander & Alexander Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
014476105
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(CUSIP Number of Class of Securities)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class. See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to by "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SEC 1745 (10-88)
(Continued on following page(s))
CUSIP No. 014476105 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 3,648,976 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
SHARED - 1,446,542 shares
: NO VOTE - 145,900 shares
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:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 3,748,976 shares
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:(8) SHARED OR NO DISPOSITIVE
POWER
Shared - 1,446,542,shares
None - 45,900 shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
5,241,418 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 014476105 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: Alexander & Alexander Services,
Inc. ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
1211 Avenue of the Americas
New York, NY 10036
Item 2.
(a) and (b). Names and Principal Business Addresses of
Persons Filing:
(1). Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(2). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(e). Cusip Number: 014476105
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b),
check whether the person filing is a:
(e). Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940. This
statement is being filed by Southeastern Asset
Management, Inc. as a registered investment
adviser. All of the securities covered by this
report are owned legally by Southeastern's
investment advisory clients and none are owned
directly or indirectly by Southeastern. As
permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission
that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered
by this statement.
(g). Parent Holding Company. This statement is also
being filed by Mr. O. Mason Hawkins, Chairman of
the Board and C.E.O. of Southeastern Asset
Management, Inc. in the event he could be deemed to
be a controlling person of that firm as the result
of his official positions with or ownership of its
voting securities. The existence of such control is
expressly disclaimed. Mr. Hawkins does not own
directly or indirectly any securities covered by
this statement for his own account. As permitted
by Rule 13d-4, the filing of this statement shall
not be construed as an admission that Mr. Hawkins
is the beneficial owner of any of the securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned:
5,241,418 shares
(b). Percent of Class:
12.7 %
Above percentage is based on 41,235,558 shares of
Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended 9/30/94.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
3,648,976 shares
(ii). shared power and no power to vote or to
direct the vote:
Shared: 1,446,542 shares.
Includes Securities owned by Longleaf
Partners Fund (formerly Southeastern Asset
Management Value Trust), a series of
Longleaf Partners Funds Trust (formerly
Southeastern Asset Management Funds Trust),
an open-end management investment company
registered under the Investment Company Act
of 1940.
No power to direct vote: 145,900 shares
(iii). sole power to dispose or to direct the
disposition of:
3,748,976 shares
(iv). shared or no power to dispose or to direct
the disposition of:
Shared- 1,446,542 shares.
Includes Securities owned by Longleaf
Partners Fund (formerly Southeastern Asset
Management Value Trust), a series of
Longleaf Partners Funds Trust (formerly
Southeastern Asset Management Funds Trust),
an open-end management investment company
registered under the Investment Company Act
of 1940.
None- 45,900 shares.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having
such purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 6, 1995
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
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Charles D. Reaves
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each
of them of this Schedule 13G with respect to the Securities of the Issuer
and further agree that this joint filing agreement be included as an exhibit
to this Schedule 13G. In evidence thereof, the undersigned hereby execute
this Agreement as of the 6th day of February, 1995.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
------------------------------
Charles D. Reaves
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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